ORMAT TECHNOLOGIES, INC. - Quarter Report: 2016 June (Form 10-Q)

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		June 30,				December 31,
		2016				2015
		(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	192,556			$	185,919
Restricted cash and cash equivalents (all related to VIEs)			38,005				49,503
Receivables:
Trade			59,042				55,301
Other			14,350				7,885
Inventories			16,690				18,074
Costs and estimated earnings in excess of billings on uncompleted contracts			15,259				25,120
Prepaid expenses and other			44,334				33,334
Total current assets			380,236				375,136
Deposits and other			18,487				17,968
Deferred charges			41,409				42,811
Property, plant and equipment, net ($1,506,927 and $1,481,258 related to VIEs, respectively)			1,562,315				1,559,335
Construction-in-process ($68,261 and $129,165 related to VIEs, respectively)			241,199				248,835
Deferred financing and lease costs, net			5,131				4,022
Intangible assets, net			24,236				25,875
Total assets		$	2,273,013			$	2,273,982
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	87,511			$	91,955
Billings in excess of costs and estimated earnings on uncompleted contracts			42,912				33,892
Current portion of long-term debt:
Limited and non-recourse (all related to VIEs):
Senior secured notes			29,998				29,930
Other loans			21,495				21,495
Full recourse			11,229				11,229
Total current liabilities			193,145				188,501
Long-term debt, net of current portion:
Limited and non-recourse (all related to VIEs):
Senior secured notes (less deferred financing costs of $10,265 and $10,852, respectively)			279,971				294,476
Other loans (less deferred financing costs of $6,937 and $7,492, respectively)			265,696				275,888
Full recourse:
Senior unsecured bonds (plus unamortized premium based upon 7% of $359 and $513, respectively and less deferred financing costs of $195 and $283, respectively)			249,632				249,698
Other loans (less deferred financing costs of $348 and $435, respectively)			13,161				18,687
Accumulated losses of unconsolidated company in excess of investment			15,347				8,100
Liability associated with sale of tax benefits			2,064				11,665
Deferred lease income			56,925				58,099
Deferred income taxes			21,907				32,654
Liability for unrecognized tax benefits			9,974				10,385
Liabilities for severance pay			19,026				19,323
Asset retirement obligation			21,677				20,856
Other long-term liabilities			7,053				1,776
Total liabilities			1,155,578				1,190,108
Commitments and contingencies (Note 10)
Equity:
The Company's stockholders' equity:
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 49,566,867 and 49,107,901 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively			49				49
Additional paid-in capital			856,827				849,223
Retained earnings			183,018				148,396
Accumulated other comprehensive income			(12,838	)			(7,667	)
			1,027,056				990,001
Noncontrolling interest			90,379				93,873
Total equity			1,117,435				1,083,874
Total liabilities and equity		$	2,273,013			$	2,273,982

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		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
		(Dollars in thousands, except per share data)								(Dollars in thousands, except per share data)
Revenues:
Electricity		$	104,001			$	90,926			$	211,869			$	180,879
Product			55,860				49,561				99,586				79,839
Total revenues			159,861				140,487				311,455				260,718
Cost of revenues:
Electricity			62,243				62,522				125,929				118,103
Product			31,822				27,182				55,857				47,807
Total cost of revenues			94,065				89,704				181,786				165,910
Gross margin			65,796				50,783				129,669				94,808
Operating expenses:
Research and development expenses			595				414				944				777
Selling and marketing expenses			3,668				4,283				7,343				7,716
General and administrative expenses			8,783				7,443				17,532				17,647
Write-off of unsuccessful exploration activities			863				—				1,420				174
Operating income			51,887				38,643				102,430				68,494
Other income (expense):
Interest income			245				44				565				53
Interest expense, net			(18,401	)			(18,859	)			(34,424	)			(36,687	)
Derivatives and foreign currency transaction gains (losses)			(4,332	)			(571	)			(2,370	)			(1,937	)
Income attributable to sale of tax benefits			4,519				4,731				8,917				10,283
Other non-operating income (expense), net			49				(1,675	)			240				(1,392	)
Income from continuing operations before income taxes and equity in losses of investees			33,967				22,313				75,358				38,814
Income tax (provision) benefit			(7,890	)			(6,056	)			(17,399	)			(11,515	)
Equity in losses of investees, net			(1,144	)			(984	)			(2,081	)			(1,759	)
Income from continuing operations			24,933				15,273				55,878				25,540
Net income attributable to noncontrolling interest			(584	)			(859	)			(2,258	)			(1,094	)
Net income attributable to the Company's stockholders		$	24,349			$	14,414			$	53,620			$	24,446
Comprehensive income:
Net income			24,933				15,273				55,878				25,540
Other comprehensive income (loss), net of related taxes:
Change in unrealized gains or losses in respect of the Company's share in derivatives instruments of unconsolidated investment			(1,987	)			3,460				(5,166	)			164
Loss in respect of derivative instruments designated for cash flow hedge			22				23				43				46
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge			(24	)			(31	)			(48	)			(61	)
Comprehensive income			22,944				18,725				50,707				25,689
Comprehensive income attributable to noncontrolling interest			(584	)			(859	)			(2,258	)			(1,094	)
Comprehensive income attributable to the Company's stockholders		$	22,360			$	17,866			$	48,449			$	24,595
Earnings per share attributable to the Company's stockholders:
Basic:
Net income		$	0.49			$	0.29			$	1.09			$	0.51
Diluted:
Net income		$	0.49			$	0.28			$	1.07			$	0.49
Weighted average number of shares used in computation of earnings per share attributable to the Company's stockholders:
Basic			49,456				48,881				49,314				48,063
Diluted			50,137				50,600				49,977				49,444
Dividend per share declared		$	0.07			$	0.06			$	0.38			$	0.12

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		The Company's Stockholders' Equity
														Retained				Accumulated
										Additional				Earnings				Other
		Common Stock								Paid-in				(Accumulated				Income								Noncontrolling				Total
		Shares				Amount				Capital				Deficit)				(Loss)				Total				Interest				Equity
		(Dollars in thousands, except per share data)
Balance at December 31, 2014			45,537			$	46			$	742,006			$	41,539			$	(8,668	)		$	774,923			$	11,823			$	786,746
Stock-based compensation			—				—				2,156				—				—				2,156				—				2,156
Exercise of options by employees and directors			469				—				3,966				—				—				3,966				—				3,966
Share exchange with Parent			2,996				3				25,754				—				—				25,757				—				25,757
Cash paid to non controlling interest			—				—				—				—				—				—				(432	)			(432	)
Cash dividend declared, $0.14 per share			—				—				—				(6,830	)			—				(6,830	)			—				(6,830	)
Issuance of shares to noncontrolling interest, net of transaction costs			—				—				71,291				—				—				71,291				85,470				156,761
Net income			—				—				—				24,446				—				24,446				1,094				25,540
Other comprehensive income (loss), net of related taxes:
cash flow hedge (net of related tax of $27)			—				—				—				—				46				46				—				46
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment (net of related tax of $0)			—				—				—				—				164				164				—				164
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge (net of related tax of $38)			—				—				—				—				(61	)			(61	)			—				(61	)
Balance at June 30, 2015			49,002			$	49			$	845,173			$	59,155			$	(8,519	)		$	895,858			$	97,955			$	993,813
Balance at December 31, 2015			49,107			$	49			$	849,223			$	148,396			$	(7,667	)		$	990,001			$	93,873			$	1,083,874
Stock-based compensation			—				—				1,659				—				—				1,659				—				1,659
Exercise of options by employees and directors			460				—				5,945				—				—				5,945				—				5,945
Cash paid to noncontrolling interest			—				—				—				—				—				—				(5,752	)			(5,752	)
Cash dividend declared, $0.38 per share			—				—				—				(18,998	)			—				(18,998	)			—				(18,998	)
Net income			—				—				—				53,620				—				53,620				2,258				55,878
Other comprehensive income (loss), net of related taxes:
Loss in respect of derivative instruments designated for cash flow hedge (net of related tax of $25)			—				—				—				—				43				43				—				43
Change in unrealized gains or losses in respect of the Company's share in derivative instruments of unconsolidated investment (net of related tax of $0)			—				—				—				—				(5,166	)			(5,166	)			—				(5,166	)
Amortization of unrealized gains in respect of derivative instruments designated for cash flow hedge (net of related tax of $30)			—				—				—				—				(48	)			(48	)			—				(48	)
Balance at June 30, 2016			49,567			$	49			$	856,827			$	183,018			$	(12,838	)		$	1,027,056			$	90,379			$	1,117,435

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		Six Months Ended June 30,
		2016				2015
		(Dollars in thousands)
Cash flows from operating activities:
Net income		$	55,878			$	25,540
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			51,258				52,559
Amortization of premium from senior unsecured bonds			(154	)			(154	)
Accretion of asset retirement obligation			821				752
Stock-based compensation			1,659				2,156
Amortization of deferred lease income			(1,343	)			(1,342	)
Income attributable to sale of tax benefits, net of interest expense			(5,076	)			(6,720	)
Equity in losses of investees			2,081				1,759
Mark-to-market of derivative instruments			(162	)			4,140
Loss on disposal of property, plant and equipment			—				531
Write-off of unsuccessful exploration activities			1,420				174
Gain on severance pay fund asset			(253	)			(572	)
Deferred income tax provision			13,254				7,024
Liability for unrecognized tax benefits			(411	)			(360	)
Deferred lease revenues			169				(148	)
Other			—				484
Changes in operating assets and liabilities, net of amounts acquired:
Receivables			(10,206	)			(12,775	)
Costs and estimated earnings in excess of billings on uncompleted contracts			9,861				20,700
Inventories			1,384				529
Prepaid expenses and other			(11,007	)			(300	)
Deposits and other			(153	)			(362	)
Accounts payable and accrued expenses			1,808				(2,600	)
Due from/to related entities, net			—				451
Billings in excess of costs and estimated earnings on uncompleted contracts			9,020				25,007
Liabilities for severance pay			(297	)			(975	)
Other long-term liabilities			22				(2,259	)
Due from/to Parent			—				(513	)
Net cash provided by operating activities			119,573				112,726
Cash flows from investing activities:
Cash acquired in organizational restructuring and share exchange with parent			—				15,391
Net change in restricted cash, cash equivalents and marketable securities			11,498				(11,622	)
Capital expenditures			(67,779	)			(86,142	)
Decrease in severance pay fund asset, net of payments made to retired employees			992				2,940
Net cash used in investing activities			(55,289	)			(79,433	)
Cash flows from financing activities:
Proceeds from sale of membership interests to noncontrolling interest, net of transaction costs			—				156,761
Proceeds from exercise of options by employees			5,945				3,966
Purchase of OFC Senior Secured Notes			—				(30,638	)
Proceeds from revolving credit lines with banks			134,500				598,800
Repayment of revolving credit lines with banks			(134,500	)			(619,100	)
Cash received from non-controlling interest			1,972				1,654
Repayments of long-term debt			(31,386	)			(29,404	)
Cash paid to non-controlling interest			(12,249	)			(7,418	)
Deferred debt issuance costs			(2,931	)			(3,649	)
Cash dividends paid			(18,998	)			(6,830	)
Net cash provided by (used in) financing activities			(57,647	)			64,142
Net change in cash and cash equivalents			6,637				97,435
Cash and cash equivalents at beginning of period			185,919				40,230
Cash and cash equivalents at end of period		$	192,556			$	137,665
Supplemental non-cash investing and financing activities:
Increase (decrease) in accounts payable related to purchases of property, plant and equipment		$	(6,956	)		$	12,612
Accrued liabilities related to financing activities		$	6,128			$	—

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NOTE 1 — GENERAL AND BASIS OF PRESENTATION

 

These unaudited condensed consolidated interim financial statements of Ormat Technologies, Inc. and its subsidiaries (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2016, the consolidated results of operations and comprehensive income (loss) for the six-month periods ended June 30, 2016 and 2015 and the consolidated cash flows for the six-month periods ended June 30, 2016 and 2015.

 

The financial data and other information disclosed in the notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the six-month period ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

 

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2015. The condensed consolidated balance sheet data as of December 31, 2015 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2015, but does not include all disclosures required by U.S. GAAP.

 

Dollar amounts, except per share data, in the notes to these financial statements are rounded to the closest $1,000.

 

Alevo transaction

 

On March 30, 2016, the Company signed an agreement with a subsidiary of Alevo Group SA (“Alevo”), a leading provider of energy storage systems, to jointly build, own and operate the Rabbit Hill Energy Storage Project (“Rabbit Hill”) located in Georgetown, Texas. The Company will own and fund the majority of the costs associated with Rabbit Hill and, under the terms of the agreement, will provide engineering and construction services and balance of plant equipment. Alevo will provide its innovative GridBank™ inorganic lithium ion energy storage system in conjunction with the power conversion systems. In addition, Alevo will provide ongoing management and operations and maintenance services for the life of the project. The Company will hold an 85% interest in the Rabbit Hill project entity which will decrease to 50.1% after reaching certain Internal Rate of Return (“IRR”) targets. The Company will consolidate Rabbit Hill as a majority owned indirect subsidiary.

 

Northleaf Transaction

 

On April 30, 2015, Ormat Nevada Inc. (“Ormat Nevada”), a wholly-owned subsidiary of the Company, closed the sale of approximately 36.75% of the aggregate membership interests in ORPD LLC (“ORPD”), a holding company and subsidiary of Ormat Nevada that indirectly owns the Puna geothermal power plant in Hawaii, the Don A. Campbell geothermal power plant in Nevada, and nine power plant units across three recovered energy generation assets known as OREG 1, OREG 2 and OREG 3, to Northleaf Geothermal Holdings, LLC (“Northleaf”).

 

We are currently conducting the required power generation tests to determine the final capacity attributable to the second phase of the Don A. Campbell power plant and upon Ormat Nevada's contribution of the project to ORPD, Northleaf will pay to Ormat Nevada an amount equal to Northleaf's proportionate interest in ORPD multiplied by the value of the project to be contributed. We estimate that Ormat Nevada will receive approximately $43 million cash in connection with the contribution which is expected in the third quarter of 2016.

 

OFC Senior Secured Notes prepayment

 

In June 2015, the Company repurchased $30.6 million aggregate principal amount of its OFC Senior Secured Notes from the OFC noteholders. As a result of the repurchase, the Company recognized a loss of $1.7 million, including amortization of deferred financing costs of $0.5 million, which was included in other non-operating income (expense), net in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2015.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Other comprehensive income

 

For the six months ended June 30, 2016 and 2015, the Company classified $5,000 and $15,000, respectively, from accumulated other comprehensive income, of which $10,000 and $25,000, respectively, were recorded to reduce interest expense and $5,000 and $10,000, respectively, were recorded against the income tax provision, in the condensed consolidated statements of operations and comprehensive income. For the three months ended June 30, 2016 and 2015, the Company classified $2,000 and $8,000, respectively, related to derivative instruments designated as cash flow hedges, from accumulated other comprehensive income, of which $6,000 and $14,000, respectively, were recorded to reduce interest expense and $4,000 and $5,000, respectively, were recorded against the income tax provision, in the condensed consolidated statements of operations and comprehensive income. The accumulated net loss included in Other comprehensive income as of June 30, 2016, is $582,000

 

Write-offs of unsuccessful exploration activities

 

Write-offs of unsuccessful exploration activities for the three and six months ended June 30, 2016 were $0.9 million and $1.4 million, respectively, and $0 and $0.2 million for the three and six months ended June 30, 2015, respectively. These write-offs of exploration costs are related to the Company’s exploration activities in Nevada and Chile, which the Company determined would not support commercial operations.

 

 

Concentration of credit risk

 

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.

 

The Company places its temporary cash investments with high credit quality financial institutions located in the United States (“U.S.”) and in foreign countries. At June 30, 2016 and December 31, 2015, the Company had deposits totaling $18.6 million and $19.0 million, respectively, in seven U.S. financial institutions that were federally insured up to $250,000 per account. At June 30, 2016 and December 31, 2015, the Company’s deposits in foreign countries amounted to approximately $186.6 million and $181.0 million, respectively.

 

At June 30, 2016 and December 31, 2015, accounts receivable related to operations in foreign countries amounted to approximately $34.7 million and $27.8 million, respectively. At June 30, 2016 and December 31, 2015, accounts receivable from the Company’s primary customers amounted to approximately 59% and 66%, respectively, of the Company’s accounts receivable.

 

Sierra Pacific Power Company and Nevada Power Company (subsidiaries of NV Energy, Inc.) accounted for 19.1% and 20.1% of the Company’s total revenues for the three months ended June 30, 2016 and 2015, respectively, and 21.1% and 21.9% for the six months ended June 30, 2016 and 2015, respectively.

 

Kenya Power and Lighting Co. Ltd. accounted for 17.1% and 15.4% of the Company’s total revenues for the three months ended June 30, 2016 and 2015, respectively, and 17.2% and 16.5% for the six months ended June 30, 2016 and 2015, respectively.

 

Southern California Public Power Authority accounted for 10.4% and 4.1% of the Company’s total revenues for the three months ended June 30, 2016 and 2015, respectively, and 11.2% and 4.9% for the six months ended June 30, 2016 and 2015, respectively.

  

The Company performs ongoing credit evaluations of its customers’ financial condition. The Company has historically been able to collect on all of its receivable balances, and accordingly, no provision for doubtful accounts has been made.

 

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NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

 

New accounting pronouncements effective in the six-month period ended June 30, 2016

 

Amendments to Fair Value Measurement

 

In June 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-10, Amendment to Fair Value Measurement, Subtopic 820-10. The amendment provides that the reporting entity shall disclose for each class of assets and liabilities measured at fair value in the statement of financial position the following information: for recurring fair value measurements, the fair value measurement at the end of the reporting period, and for non-recurring fair value measurement, the fair value measurement at the relevant measurement date and the reason for the measurement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2015, including interim periods within those reporting periods. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

Amendments to the Consolidation Analysis

 

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, Topic 810. The update provides that all reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions and potentially revise their disclosures. This amendment affects both variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The update does not change the general order in which the consolidation models are applied. A reporting entity that holds an economic interest in, or is otherwise involved with, another legal entity (i.e. has a variable interest) should first determine if the VIE model applies, and if so, whether it holds a controlling financial interest under that model. If the entity being evaluated for consolidation is not a VIE, then the VOE model should be applied to determine whether the entity should be consolidated by the reporting entity. Since consolidation is only assessed for legal entities, the determination of whether there is a legal entity is important. It is often clear when the entity is incorporated, but unincorporated structures can also be legal entities and judgment may be required to make that determination. The update contains a new example that highlights the discretion used to make this legal entity determination. The update is effective for annual reporting periods beginning after December 15, 2015, including interim periods within those reporting periods. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

Simplifying the Presentation of Debt Costs

 

In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, Subtopic 835-30. The update clarifies that given the absence of authoritative guidance within Update 2015-03 for debt issuance costs described below, debt issuance costs related to line-of-credit arrangements can be deferred and presented as assets and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings under the line-of-credit arrangement. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this update in its interim period beginning January 1, 2016 and continues to present debt issuance costs related to such line-of-credit arrangements as assets amortized ratably over the respective term of the line-of credit arrangements. Debt issuance costs related to such line-of-credit arrangements as of June 30, 2016 and December 31, 2015, totaled $2.0 million and $1.0 million, respectively.

 

In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Costs, Subtopic 835-30. The update provides that debt issuance costs related to a recognized debt liability be presented in the balance sheet as direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company retrospectively adopted this update in its interim period beginning January 1, 2016. The impact of the adoption resulted in a reclassification of debt issuance costs totaling $17.7 million and $19.1 million as of June 30, 2016 and December 31, 2015, respectively.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

New accounting pronouncements effective in future periods

 

Improvement to Employee Share-Based Payment Accounting

 

In March 2016, the FASB issued ASU 2016-09, Improvement to Employee Share-Based Payment Accounting, an update to the guidance on stock-based compensation. Under the new guidance, all excess tax benefits and tax deficiencies will be recognized in the income statement as they occur. This will replace the current guidance, which requires tax benefits that exceed compensation cost (windfalls) to be recognized in equity. It will also eliminate the need to maintain a “windfall pool,” and will remove the requirement to delay recognizing a windfall until it reduces current taxes payable. The new guidance will also change the cash flow presentation of excess tax benefits, classifying them as operating inflows, consistent with other cash flows related to income taxes. Today, windfalls are classified as financing activities. Also, this will affect the dilutive effects in earnings per share, as there will no longer be excess tax benefits recognized in additional paid in capital. Today those excess tax benefits are included in assumed proceeds from applying the treasury stock method when computing diluted EPS. Under the amended guidance, companies will be able to make an accounting policy election to either (1) continue to estimate forfeitures or (2) account for forfeitures as they occur. This updated guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the potential impact, if any, of the adoption of this update on its consolidated financial statements.

 

Revenues from Contracts with Customers

 

In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers, Topic 606 (“Topic 606”), which was a joint project of the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The update provides that an entity should recognize revenue in connection with the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, an entity is required to apply each of the following steps: (1) identify the contract(s) with the customer; (2) identify the performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted no earlier than 2017 for calendar fiscal year entities. The Company is currently evaluating the potential impact, if any, of the adoption of these amendments on its consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations. The amendment in this Update do not change the core principal of the guidance and are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. When another entity is involved in providing goods or services to a customer, an entity is required to determine if the nature of its promise is to provide the specific good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent). The guidance includes indicators to assist an entity in determining whether it acts as a principal or agent in a specified transaction. The amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods. Early adoption is permitted no earlier than 2017 for calendar fiscal year entities. The Company is currently evaluating the potential impact, if any, of the adoption of these amendments on its consolidated financial statements.

 

Leases

 

In February 2016, the FASB issued ASU 2016-02, Leases, Topic 842. The amendment in this Update introduce a number of changes and simplifications from previous guidance, primarily the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The Update retains the distinction between finance leases and operating leases and the classification criteria between the two types remain substantially similar. Also, lessor accounting remains largely unchanged from previous guidance, however, key aspects in the Update were aligned with the revenue recognition guidance in Topic 606. Additionally, the Update defines a lease as a contract, or part of a contract, that conveys the right to control the use of identified asset for a period of time in exchange for considerations. Control over the use of the identified means that the customer has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. The amendments in this update are effective for annual reporting periods beginning after December 15, 2018, including interim periods within those reporting periods. Early adoption is permitted. The Company is currently evaluating the potential impact, if any, of the adoption of these amendments on its consolidated financial statements.

 

Recognition and Measurement of Financial Assets and Financial Liabilities

 

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The update primarily requires that an entity should present separately, in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The application of this update should be by means of cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the potential impact, if any, of the adoption of this update on its consolidated financial statements.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

Simplifying the Measurement of Inventory

 

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, Topic 330. The update contains no amendments to disclosure requirements, but replaces the concept of ‘lower of cost or market’ with that of ‘lower of cost and net realizable value’. The amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. The amendments should be applied prospectively with early adoption permitted. The Company is currently evaluating the potential impact, if any, of the adoption of this update on its consolidated financial statements.

 

NOTE 3 — INVENTORIES

 

Inventories consist of the following:

 

 

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NOTE 4 — UNCONSOLIDATED INVESTMENTS

 

Unconsolidated investments consist of the following:

 

 

 

The Sarulla Project

 

The Company holds a 12.75% equity interest in a consortium which is in the process of developing the Sarulla geothermal power project in Indonesia with an expected generating capacity of approximately 330 megawatts (“MW”). The Sarulla project is located in Tapanuli Utara, North Sumatra, Indonesia and will be owned and operated by the consortium members under the framework of a Joint Operating Contract (“JOC”) and Energy Sales Contract (“ESC”) that were signed on April 4, 2013. Under the JOC, PT Pertamina Geothermal Energy (“PGE”), the concession holder for the project, has provided the consortium with the right to use the geothermal field, and under the ESC, PT PLN, the state electric utility, will be the off-taker at Sarulla for a period of 30 years. In addition to its equity holdings in the consortium, the Company designed the Sarulla plant and will supply its Ormat Energy Converters (“OECs”) to the power plant, as further described below. 

 

The project will be constructed in three phases of approximately 110 MW each, utilizing both steam and brine extracted from the geothermal field to increase the power plant’s efficiency. The first phase of operations is expected to commence towards the end of 2016 and the remaining two phases of operations are scheduled to commence within 18 months thereafter. For the first phase, engineering and procurement has been substantially completed and construction is in progress with major activities relating to mechanical and electrical equipment installation. Major equipment, including Ormat’s OECs and Toshiba’s steam turbine, has arrived to the site and are currently installed. The drilling of production and injection wells for the first phase is completed. For the second phase, engineering and procurement has been substantially completed, infrastructure work is in progress and most of the equipment to be supplied by Ormat was delivered. For the third phase, engineering and procurement is still in progress, infrastructure work is in progress and manufacturing of equipment to be supplied by Ormat is underway as planned. Currently, for the second and third phases drilling activities is still ongoing and the project achieved to date, based on preliminary estimates, approximately 70% of the required production capacity and approximately 15% of the required injection capacity. The project has missed a few milestones defined under the loan documents, but has received waivers from the lenders. As of June 30, 2016, the project is in compliance with milestones agreed with the lenders. The project is experiencing delays in the field development and certain cost overruns resulting from delays and excess drilling costs. Although estimated cost at completion is still within the approved budget (including contingencies), the lenders have requested that the sponsors commit additional equity. The sponsors have agreed and financing documents were revised to reflect this request. With respect to Ormat’s role as a supplier, all contractual milestones under the supply agreement were achieved.

 

On May 16, 2014, the consortium closed $1.17 billion in financing for the development of the Sarulla project with a consortium of lenders comprised of Japan Bank for International Cooperation (“JBIC”), the Asian Development Bank and six commercial banks and obtained construction and term loans on a limited recourse basis backed by a political risk guarantee from JBIC. Of the $1.17 billion, $0.1 billion (which was drawn down by the Sarulla project company on May 23, 2014) bears a fixed interest rate and $1.07 billion bears interest at a rate linked to LIBOR.

 

The Sarulla consortium entered into interest rate swap agreements with various international banks in order to fix the Libor interest rate on up to $0.96 billion of the $1.07 billion credit facility at a rate of 3.4565%. The interest rate swap became effective as of June 4, 2014 along with the second draw-down by the project company of $50.0 million.

 

The Sarulla project company accounted for the interest rate swap as a cash flow hedge upon which changes in the fair value of the hedging instrument, relative to the effective portion, will be recorded in other comprehensive income (loss). During the three and six months ended June 30, 2016, the project recorded a loss equal to $15.6 million and $40.5 million, respectively, net of deferred tax of $8.0 million and $20.9 million, respectively, of which the Company's share was $2.0 million and $5.2 million, respectively, which were recorded in other comprehensive income (loss). The related accumulated loss recorded by the Company in other comprehensive income (loss) as of June 30, 2016 is $12.3 million.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

Pursuant to a supply agreement that was signed in October 2013, the Company is supplying its OECs to the power plant and has added the $255.6 million supply contract to its Product Segment backlog. The Company started to recognize revenue from the project during the third quarter of 2014 and will continue to recognize revenue until the end of the first half of 2017. The Company has eliminated the related intercompany profit of $8.4 million against equity in loss of investees.

 

During the six months ended June 30, 2016, the Company did not make any additional equity investments in the Sarulla project.

NOTE 5— FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received upon selling an asset or paid upon transferring a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below:

 

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

 

Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The following table sets forth certain fair value information at June 30, 2016 and December 31, 2015 for financial assets and liabilities measured at fair value by level within the fair value hierarchy, as well as cost or amortized cost. As required by the fair value measurement guidance, assets and liabilities are classified in their entirety based on the lowest level of inputs that is significant to the fair value measurement.

 

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

 

 

(1)

These amounts relate to call and put option transactions on oil and natural gas prices, valued primarily based on observable inputs, including spot prices for related commodity indices, and is included within “Accounts payable and accrued expenses” on June 30, 2016 in the consolidated balance sheets with the corresponding gain or loss being recognized within “Derivatives and foreign currency transaction (gains) losses” in the consolidated statement of operations and comprehensive income.

 

(2)

These amounts relate to derivatives which represent currency forward contracts valued primarily based on observable inputs, including forward and spot prices for currencies, netted against contracted rates and then multiplied against notional amounts, and are included within “prepaid expenses and other” and “accounts payable and accrued expenses” on June 30, 2016 and December 31, 2015, in the consolidated balance sheet with the corresponding gain or loss being recognized within “Derivatives and foreign currency transaction gains (losses)” in the consolidated statement of operations and comprehensive income.

 

The amounts set forth in the tables above include investments in debt instruments and money market funds (which are included in cash equivalents). Those securities and deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The following table presents the amounts of gain (loss) recognized in the consolidated statements of operations and comprehensive income on derivative instruments not designated as hedges:

 

 

On March 6, 2014, the Company entered into a Natural Gas Index (“NGI”) swap contract with a bank covering a notional quantity of approximately 2.2 million British Thermal Units (“MMbtu”) for settlement effective January 1, 2015 until March 31, 2015, and covering a notional amount of approximately 2.4 MMbtu for settlement effective June 1, 2015 until December 31, 2015, in order to reduce its exposure to fluctuations in natural gas prices under its power purchase agreements (“PPAs”) with Southern California Edison to below $4.95 per MMbtu and below $3.00 per MMbtu, respectively. The swap contracts did not have any up-front costs. Under the terms of these contracts, the Company made floating rate payments to the bank and received fixed rate payments from the bank on each settlement date. The swap contracts had monthly settlements whereby the difference between the fixed price and the market price on the first commodity business day on which the relevant commodity reference price was published in the relevant calculation period (January 1, 2015 to March 1, 2015 and June 1, 2015 to December 31, 2015) was settled on a cash basis.

 

On February 2, 2016, the Company entered into Henry Hub Natural Gas Future contracts under which it provided a number of call options covering a notional quantity of approximately 4.1 MMbtu with exercise prices of $2 and expiration dates ranging from February 24, 2016 until December 27, 2016 in order to reduce its exposure to fluctuations in natural gas prices under its PPAs with Southern California Edison. The Company received an aggregate premium of approximately $1.9 million from these call options. The call option contracts have monthly expiration dates at which the options can be called and the Company would have to settle its liability on a cash basis.

 

On February 24, 2016, the Company entered into Brent Oil Future contracts under which it has written a number of call options covering a notional quantity of approximately 185,000 barrels (“BBL”) of Brent with exercise prices of $32.80 to $35.50 and expiration dates ranging from March 24, 2016 until December 22, 2016 in order to reduce its exposure to fluctuations in Brent prices under its PPA with HELCO. The Company received an aggregate premium of approximately $1.1 million from these call options. The call option contracts have monthly expiration dates whereby the options can be called and the Company would have to settle its liability on a cash basis. Moreover, during March 2016, the Company rolled 2 existing call options covering a total notional quantity of 31,800 BBL of Brent in order to limit its exposure to $41 to $42.50 instead of $32.80 to $33.50. In addition, the Company entered into Short Risk Reversal transactions (sell call and buy put options) by rolling existing call options covering notional quantities of 16,500 BBL and 17,000 BBL in order to limit its exposure from the outstanding call options originally entered into in February, 2016 to a range of $28.50 to $37.50 and $28 to $38.50, respectively.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The foregoing future, forward and swap transactions were not designated as hedge transactions and are marked to market with the corresponding gains or losses recognized within “Derivatives and foreign currency transaction gains (losses)” and “Electricity revenues” in the consolidated statements of operations and comprehensive income, respectively. The Company recognized a net loss from these transactions of $3.9 million and $2.2 million in the three and six months ended June 30, 2016, respectively, compared to a net loss of $1.0 million and $2.2 million in the three and six months ended June 30, 2015, under Derivatives and foreign currency transaction gains (losses), and a net gain of $0.1 million and a $0.4 million, in the three and six months ended June 30, 2015, respectively, under Electricity revenues.

 

There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the six months ended June 30, 2016.

 

The fair value of the Company’s long-term debt approximates its carrying amount, except for the following:

 

 

The fair value of OFC Senior Secured Notes is determined using observable market prices as these securities are traded. The fair value of all the other long-term debt is determined by a valuation model, which is based on a conventional discounted cash flow methodology and utilizes assumptions of current borrowing rates. The fair value of revolving lines of credit is determined using a comparison of market-based price sources that are reflective of similar credit ratings to those of the Company.

 

The carrying value of other financial instruments, such as revolving lines of credit, deposits, and other long-term debt approximates fair value.

 

The following table presents the fair value of financial instruments as of June 30, 2016:

 

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The following table presents the fair value of financial instruments as of December 31, 2015:

 

 

 

NOTE 6 — STOCK-BASED COMPENSATION

 

The 2004 Incentive Compensation Plan

 

In 2004, the Company’s Board of Directors (the “Board”) adopted the 2004 Incentive Compensation Plan (“2004 Incentive Plan”), which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights (“SARs”), stock units, performance awards, phantom stock, incentive bonuses, and other possible related dividend equivalents to employees of the Company, directors and independent contractors. Under the 2004 Incentive Plan, a total of 3,750,000 shares of the Company’s common stock were reserved for issuance, all of which could be issued as options or as other forms of awards. Options and SARs granted to employees under the 2004 Incentive Plan cliff vest and are exercisable from the grant date as follows: 25% after 24 months, 25% after 36 months, and the remaining 50% after 48 months. Options granted to non-employee directors under the 2004 Incentive Plan cliff vest and are exercisable one year after the grant date. Vested stock-based awards may be exercised for up to ten years from the grant date. The shares of common stock will be issued from the Company’s authorized share capital upon exercise of options or SARs. The 2004 Incentive Plan expired in May 2012 upon adoption of the 2012 Incentive Compensation Plan (“2012 Incentive Plan”), except as to share based awards outstanding under the 2004 Incentive Plan on that date.

 

The 2012 Incentive Compensation Plan

 

In May 2012, the Company’s shareholders adopted the 2012 Incentive Plan, which provides for the grant of the following types of awards: incentive stock options, non-qualified stock options, restricted stock, SARs, stock units, performance awards, phantom stock, incentive bonuses, and other possible related dividend equivalents to employees of the Company, directors and independent contractors. Under the 2012 Incentive Plan, a total of 4,000,000 shares of the Company’s common stock have been reserved for issuance, all of which could be issued as options or as other forms of awards. Options and SARs granted to employees under the 2012 Incentive Plan typically vest and become exercisable as follows: 25% vest 24 months after the grant date, an additional 25% vest 36 months after the grant date, and the remaining 50% vest 48 months after the grant date. Options granted to non-employee directors under the 2012 Incentive Plan will vest and become exercisable one year after the grant date. The term of stock-based awards typically ranges from six to ten years from the grant date. The shares of common stock will be issued from the Company’s authorized share capital upon exercise of options or SARs.

 

The 2012 Incentive Plan empowers the Board, in its discretion, to amend the 2012 Incentive Plan in certain respects. Consistent with this authority, in February 2014 the Board adopted and approved certain amendments to the 2012 Incentive Plan. The key amendments are as follows:

 

●             Increase of per grant limit: Section 15(a) of the 2012 Incentive Plan was amended to allow the grant of up to 400,000 shares of the Company’s common stock with respect to the initial grant of an equity award to newly hired executive officers in any calendar year; and

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

●             Acceleration of vesting: Section 15(l) of the 2012 Incentive Plan was amended to clarify the Company’s ability to provide in the applicable award agreement that part and/or all of the award will be accelerated upon the occurrence of certain predetermined events and/or conditions, such as a "change in control" (as defined in the 2012 Incentive Plan, as amended).

 

 

On June 13, 2016, the Company granted its employees, in aggregate, 1,080,000 SARs under the Company’s 2012 Incentive Plan. The exercise price of each SAR is $42.87, which represented the fair market value of the Company’s common stock on the grant date. Such SARs will expire six years from the date of the grant and will vest over 4 years as follows: 50% after two years; an additional 25% after three years and the remaining 25% after four years from the grant date.

 

The fair value of each SAR on the grant date was $11.98 for senior management and $11.42 for other employees. The Company calculated the fair value of each SAR on the grant date using the Exercise Multiple-Based Lattice SAR-Pricing model based on the following assumptions:

 

 

NOTE 7 — INTEREST EXPENSE, NET

 

The components of interest expense are as follows:

 

 

NOTE 8 — EARNINGS PER SHARE

 

Basic earnings per share attributable to the Company’s stockholders is computed by dividing net income or loss attributable to the Company’s stockholders by the weighted average number of shares of common stock outstanding for the period. The Company does not have any equity instruments that are dilutive, except for employee stock-based awards.

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

The table below shows the reconciliation of the number of shares used in the computation of basic and diluted earnings per share:

 

 

The number of stock-based awards that could potentially dilute future earnings per share and that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive was 135,875 and 636,487 for the three months ended June 30, 2016 and 2015, respectively, and 224,116 and 765,424 for the six months ended June 30, 2016 and 2015, respectively.

 

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NOTE 9 — BUSINESS SEGMENTS

 

The Company has two reporting segments: the Electricity segment and the Product segment. These segments are managed and reported separately as each offers different products and serves different markets. The Electricity segment is engaged in the sale of electricity from the Company’s power plants pursuant to PPAs. The Product segment is engaged in the manufacture, including design and development, of turbines and power units for the supply of electrical energy and in the associated construction of power plants utilizing the power units manufactured by the Company to supply energy from geothermal fields and other alternative energy sources. Transfer prices between the operating segments are determined based on current market values or cost plus markup of the seller’s business segment.

 

Summarized financial information concerning the Company’s reportable segments is shown in the following tables:

 

 

 

ORMAT TECHNOLOGIES, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Unaudited)

 

Reconciling information between reportable segments and the Company’s consolidated totals is shown in the following table: